CORPORATE GOVERNANCE REPORT

STOCK CODE

:

5138

COMPANY NAME

: Hap Seng Plantations Holdings Berhad

FINANCIAL YEAR

:

December 31, 2020

OUTLINE:

SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.

SECTION B - DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA

Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures) of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is only applicable for financial institutions or any other institutions that are listed on the Exchange that are required to comply with the above Guidelines.

1

SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.

Intended Outcome

Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.1

The board should set the company's strategic aims, ensure that the necessary resources are in place for the company to meet its objectives and review management performance. The board should set the company's values and standards, and ensure that its obligations to its shareholders and other stakeholders are understood and met.

Application

:

Applied

Explanation on

:

The Board of Hap Seng Plantations Holdings Berhad ("HSP" or the

application of the

"Company") is committed to foster a corporate governance culture

practice

that is grounded on the hallmarks of accountability, objectivity and

transparency. As fiduciaries, the Board members are fully cognisant of

the need to discharge their duties and responsibilities with unfettered

judgment, due care and skill at all times.

The Board is responsible for governing the business and affairs of the

Company. The Board sets the strategic direction of HSP and monitors

the outcome of efforts to reach that direction. The Board institutes

regular reviews and approves the objectives, strategies, business plans

and monitors performance against established plans. The Business

Plan 2021 was approved by the Board during its final Board meeting in

2020. The Board has also established key performance indicators to

define, measure and monitor the performance and progress towards

achieving the Company's goals.

In setting the "tone from the top", the Board is committed to drive

ethics and HSP's cultural values amongst employees. Honesty and

integrity are key values as the Board believes that the success of HSP's

business is built on the foundations of trust and confidence.

Board Committees are established by the Board to assist the Board

with oversight functions in selected responsibility areas. Management

is meanwhile responsible for implementing policies of the Board and

overseeing HSP's operations. The demarcation of responsibilities

between the tripartite parties of the Board, Board Committees and

Management are outlined in the board charter of HSP. While the

Board delegates its responsibility in accordance with the matters

reserved in the board charter, the Board at all times exercises

collective oversight of the Board Committees and Management.

2

Explanation for

:

departure

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

Measure:

Timeframe:

3

Intended Outcome

Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.2

A Chairman of the board who is responsible for instilling good corporate governance practices, leadership and effectiveness of the board is appointed.

Application

:

Applied

Explanation on

:

The Board is led by Dato' Mohammed Bin Haji Che Hussein, an

application of the

independent chairman.

practice

The chairman is responsible for leading and ensuring effective conduct

of the Board. In fulfilling this role, he amongst others carries out the

following:

• ensuring that appropriate procedures are in place to govern the

Board's operations;

• setting the agenda, style and tone of Board deliberations,

facilitating effective review, analysis, discussions and contributions

by each director with sufficient time allocated for discussion of

complex and contentious issues, encouraging constructive debate

so as to enable a sound decision-making process;

• ensuring accurate and timely information, in particular about the

performance of the Company, is furnished to Board members;

• establishing a close relationship of trust with the managing

director, providing support and advice while respecting executive

responsibility and hence, fostering a collegial relationship or

partnership with the Management team;

• leading efforts to address the Board's developmental needs; and

• chairing of general meetings, and ensuring a smooth, open and

constructive dialogue between the Board and the shareholders.

The responsibilities of the chairman are set out in the board charter of

HSP.

Explanation for

:

departure

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

Measure

:

4

Timeframe:

5

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Disclaimer

Hap Seng Plantations Holdings Bhd published this content on 23 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 09:03:01 UTC.